AGREEMENT AND PLAN OF MERGER By and Among ARES CAPITAL CORPORATION, ORION ACQUISITION SUB, INC., AMERICAN CAPITAL, LTD., AMERICAN CAPITAL ASSET MANAGEMENT, LLC, IVY HILL ASSET MANAGEMENT, L.P., IVY HILL ASSET MANAGEMENT GP, LLC, in its capacity as...Merger Agreement • May 25th, 2016 • American Capital, LTD • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 23, 2016 (this “Agreement”), is made by and among Ares Capital Corporation, a Maryland corporation (“Parent”), Orion Acquisition Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of Parent (“Acquisition Sub”), Ivy Hill Asset Management, L.P., a Delaware limited partnership (“IHAM”), Ivy Hill Asset Management GP, LLC, a Delaware limited liability company, in its capacity as general partner of IHAM (“IHAM GP”), American Capital, Ltd., a Delaware corporation (the “Company”), American Capital Asset Management, LLC, a Delaware limited liability company and wholly owned subsidiary of the Company (“Subsidiary Adviser”), and, solely for purposes of Section 2.2(a)(ii)(B), Section 2.3(a)(iii), Section 4.29, Section 4.30, Section 7.4 and Article VIII, Ares Capital Management LLC, a Delaware limited liability company (the “Parent External Adviser”), in its capacity as Parent’s investment adviser. Defined terms used in this Agr
FORM OF STOCKHOLDER VOTING AND SUPPORT AGREEMENTStockholder Voting and Support Agreement • May 25th, 2016 • American Capital, LTD • Delaware
THIS STOCKHOLDER VOTING AND SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of May 23, 2016 by and between Ares Capital Corporation, a Maryland corporation (“Parent”), on the one hand, and the undersigned stockholder (the “Stockholder”) of American Capital, Ltd., a Delaware corporation (the “Company”), on the other hand.
